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MSC Industrial director converts 22,160 award shares

Future installments from the 2023, 2024 and 2025 awards are tied to continued employment or director service through each applicable vesting date.

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Form Type
4

Rhea-AI Filing Summary

MSC Industrial Direct Co. Inc. director Erik Gershwind reported converting 22,160 shares underlying restricted stock units and dividend equivalent units into Class A common stock on November 3 and November 4, 2026. The awards vested under schedules described in the transaction details; no Rule 10b5-1 plan is reported.

Insider GERSHWIND ERIK
Role Director
Type Security Shares Price Value
Exercise Restricted Stock Unit (RSU) F1, F9 4,920 -- --
Exercise Dividend Equivalent Unit F2 787 -- --
Exercise Restricted Stock Unit (RSU) F1, F10 5,511 -- --
Exercise Dividend Equivalent Unit F2 440 -- --
Exercise Class A Common Stock, $0.001 par value F1 4,920 -- --
Exercise Class A Common Stock, $0.001 par value F2 787 -- --
Exercise Class A Common Stock, $0.001 par value F1 5,511 -- --
Exercise Class A Common Stock, $0.001 par value F2 440 -- --
Exercise Restricted Stock Unit (RSU) F1, F6 4,538 -- --
Exercise Dividend Equivalent Unit F2, F7 541 -- --
Exercise Restricted Stock Unit (RSU) F1, F8 5,233 -- --
Exercise Dividend Equivalent Unit F2 190 -- --
Exercise Class A Common Stock, $0.001 par value F1 4,538 -- --
Exercise Class A Common Stock, $0.001 par value F2 541 -- --
Exercise Class A Common Stock, $0.001 par value F1 5,233 -- --
Exercise Class A Common Stock, $0.001 par value F2 190 -- --
Holding Class A Common Stock, $0.001 par value F3, F4 -- -- --
Holding Class A Common Stock, $0.001 par value F3, F5 -- -- --
Holdings After Transaction: Restricted Stock Unit (RSU) — 31,261 contracts (Direct); Dividend Equivalent Unit — 2,022 contracts (Direct); Class A Common Stock, $0.001 par value — 1,663,815 shares (Direct); Class A Common Stock, $0.001 par value — 323,673 shares (Indirect, See footnotes)
Holdings Before and After: Restricted Stock Unit (RSU), 51,463 to 31,261 contracts (Direct); Dividend Equivalent Unit, 3,980 to 2,022 contracts (Direct); Class A Common Stock, $0.001 par value, 1,641,655 to 1,663,815 shares (Direct)
Footnotes (10)
  1. F1. Each RSU represents a contingent right to receive one share of Common Stock.
  2. F2. The dividend equivalent units accrued with respect to outstanding awards of restricted stock units (RSUs) and vest at the same time(s) as the underlying RSUs. Each dividend equivalent unit represents a contingent right to receive one share of Common Stock.
  3. F3. The Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest in such securities.
  4. F4. Represents shares held by Grantor Retained Annuity Trusts of which the Reporting Person is the sole annuitant and trustee.
  5. F5. Represents shares held by trusts over whose trustee the Reporting Person can exercise remove and replace powers.
  6. F6. 18,152 RSUs were granted on November 3, 2023. 4,538 RSUs vested on each of November 3, 2024, November 3, 2025 and November 3, 2026. 4,538 RSUs vest on November 3, 2027, provided that the Reporting Person remains continuously employed by the Issuer or provides continued service as a Director of the Issuer through each applicable vesting date. The vested shares will be delivered to the Reporting Person upon vesting.
  7. F7. Includes 520.671 dividend equivalent units accrued on November 26, 2025, 562.648 dividend equivalent units accrued on January 28, 2026, 505.369 dividend equivalent units accrued on April 22, 2026 and 387.283 dividend units accrued on July 22, 2026 with respect to outstanding awards of restricted stock units (RSUs). Such dividend equivalent units vest at the same time(s) as the underlying RSUs and represent a contingent right to receive one share of Common Stock.
  8. F8. 20,934 RSUs were granted on November 3, 2025. 5,233 RSUs vested on November 3, 2026, 5,233 vest on November 3, 2027, and 5,234 RSUs vest on each of November 3, 2028 and November 3, 2029, provided that the Reporting Person remains continuously employed by the Issuer or provides continued service as a Director of the Issuer through each applicable vesting date. The vested shares will be delivered to the Reporting Person upon vesting.
  9. F9. 19,680 RSUs were granted on November 4, 2022. 4,920 RSUs vested on each of November 4, 2023, November 4, 2024 November 4, 2025 and November 4, 2026.
  10. F10. 22,044 RSUs were granted on November 4, 2024. 5,511 RSUs vested on each of November 4, 2025 and November 4, 2026, and 5,511 RSUs vest on each of November 4, 2027 and November 4, 2028, provided that the Reporting Person remains continuously employed by the Issuer or provides continued service as a Director of the Issuer through each applicable vesting date. The vested shares will be delivered to the Reporting Person upon vesting.
Shares converted to Class A common stock 22,160 shares Transactions dated November 3 and November 4, 2026
RSUs vested 4,538 shares November 3, 2026
RSUs vested 5,233 shares November 3, 2026
RSUs vested 4,920 shares November 4, 2026
RSUs vested 5,511 shares November 4, 2026
Restricted Stock Unit (RSU) financial
"Restricted Stock Unit (RSU)"
A restricted stock unit (RSU) is a promise from a company to give an employee company shares (or cash equal to their value) at a future date if certain conditions are met, such as staying with the company or hitting performance targets. For investors, RSUs matter because when they convert into actual shares they increase the number of shares available and can create selling pressure as employees cash out—think of them as a future paycheck paid in company stock.
Dividend Equivalent Unit financial
"The dividend equivalent units accrued with respect to outstanding awards"
Grantor Retained Annuity Trusts financial
"shares held by Grantor Retained Annuity Trusts"
A grantor retained annuity trust (GRAT) is an estate-planning tool where an owner transfers assets into a trust and receives fixed payments back for a set number of years; any remaining assets after that period pass to designated beneficiaries. For investors it matters because it can move future investment growth to heirs while potentially reducing gift and estate taxes — like putting a rising asset in a timed box that pays you first and gives the remaining upside to others.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many shares did Erik Gershwind receive from MSM awards?

Erik Gershwind's reported transactions converted 22,160 shares underlying restricted stock units and dividend equivalent units into Class A common stock on November 3 and November 4, 2026.

When do Erik Gershwind's remaining MSM RSUs vest?

Future installments include 4,538 shares on November 3, 2027; 5,233 shares on November 3, 2027 and 5,234 shares on each of November 3, 2028 and 2029; and 5,511 shares on each of November 4, 2027 and 2028. These installments are subject to continued employment or service as a director through each applicable vesting date.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
GERSHWIND ERIK

(Last)(First)(Middle)
C/O MSC INDUSTRIAL DIRECT CO., INC.
515 BROADHOLLOW ROAD

(Street)
MELVILLE NEW YORK 11747

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
MSC INDUSTRIAL DIRECT CO INC [ MSM ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
11/03/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Class A Common Stock, $0.001 par value11/03/2026M4,538A(1)1,646,193D
Class A Common Stock, $0.001 par value11/03/2026M541A(2)1,646,734D
Class A Common Stock, $0.001 par value11/03/2026M5,233A(1)1,651,967D
Class A Common Stock, $0.001 par value11/03/2026M190A(2)1,652,157D
Class A Common Stock, $0.001 par value11/04/2026M4,920A(1)1,657,077D
Class A Common Stock, $0.001 par value11/04/2026M787A(2)1,657,864D
Class A Common Stock, $0.001 par value11/04/2026M5,511A(1)1,663,375D
Class A Common Stock, $0.001 par value11/04/2026M440A(2)1,663,815D
Class A Common Stock, $0.001 par value38,162ISee footnotes(3)(4)
Class A Common Stock, $0.001 par value285,511ISee footnotes(3)(5)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Unit (RSU)(1)11/03/2026M4,538 (6) (6)Class A Common Stock, $0.001 par value4,538(6)4,538D
Dividend Equivalent Unit(2)11/03/2026M541 (2) (2)Class A Common Stock, $0.001 par value541(2)3,439(7)D
Restricted Stock Unit (RSU)(1)11/03/2026M5,233 (8) (8)Class A Common Stock, $0.001 par value5,233(8)15,701D
Dividend Equivalent Unit(2)11/03/2026M190 (2) (2)Class A Common Stock, $0.001 par value190(2)3,249D
Restricted Stock Unit (RSU)(1)11/04/2026M4,920 (9) (9)Class A Common Stock, $0.001 par value4,920(9)0D
Dividend Equivalent Unit(2)11/04/2026M787 (2) (2)Class A Common Stock, $0.001 par value787(2)2,462D
Restricted Stock Unit (RSU)(1)11/04/2026M5,511 (10) (10)Class A Common Stock, $0.001 par value5,511(10)11,022D
Dividend Equivalent Unit(2)11/04/2026M440 (2) (2)Class A Common Stock, $0.001 par value440(2)2,022D
Explanation of Responses:
1. Each RSU represents a contingent right to receive one share of Common Stock.
2. The dividend equivalent units accrued with respect to outstanding awards of restricted stock units (RSUs) and vest at the same time(s) as the underlying RSUs. Each dividend equivalent unit represents a contingent right to receive one share of Common Stock.
3. The Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest in such securities.
4. Represents shares held by Grantor Retained Annuity Trusts of which the Reporting Person is the sole annuitant and trustee.
5. Represents shares held by trusts over whose trustee the Reporting Person can exercise remove and replace powers.
6. 18,152 RSUs were granted on November 3, 2023. 4,538 RSUs vested on each of November 3, 2024, November 3, 2025 and November 3, 2026. 4,538 RSUs vest on November 3, 2027, provided that the Reporting Person remains continuously employed by the Issuer or provides continued service as a Director of the Issuer through each applicable vesting date. The vested shares will be delivered to the Reporting Person upon vesting.
7. Includes 520.671 dividend equivalent units accrued on November 26, 2025, 562.648 dividend equivalent units accrued on January 28, 2026, 505.369 dividend equivalent units accrued on April 22, 2026 and 387.283 dividend units accrued on July 22, 2026 with respect to outstanding awards of restricted stock units (RSUs). Such dividend equivalent units vest at the same time(s) as the underlying RSUs and represent a contingent right to receive one share of Common Stock.
8. 20,934 RSUs were granted on November 3, 2025. 5,233 RSUs vested on November 3, 2026, 5,233 vest on November 3, 2027, and 5,234 RSUs vest on each of November 3, 2028 and November 3, 2029, provided that the Reporting Person remains continuously employed by the Issuer or provides continued service as a Director of the Issuer through each applicable vesting date. The vested shares will be delivered to the Reporting Person upon vesting.
9. 19,680 RSUs were granted on November 4, 2022. 4,920 RSUs vested on each of November 4, 2023, November 4, 2024 November 4, 2025 and November 4, 2026.
10. 22,044 RSUs were granted on November 4, 2024. 5,511 RSUs vested on each of November 4, 2025 and November 4, 2026, and 5,511 RSUs vest on each of November 4, 2027 and November 4, 2028, provided that the Reporting Person remains continuously employed by the Issuer or provides continued service as a Director of the Issuer through each applicable vesting date. The vested shares will be delivered to the Reporting Person upon vesting.
/s/ Erik Gershwind11/05/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

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